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DECISION No

DECISION No. 61/2003/QD-TTg OF APRIL 18, 2003 ESTABLISHING HA TINH MINERALS AND TRADING CORPORATION WHICH SHALL EXPERIMENTALLY OPERATE AFTER THE PARENT COMPANY – AFFILIATE COMPANY MODEL

THE PRIME MINISTER

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the April 20, 1995 Law on State Enterprises;

Pursuant to the June 12, 1999 Law on Enterprises;

Pursuant to the Prime Minister’s Decision No. 58/2002/QD-TTg of April 26, 2002 promulgating the classification criteria and list of to be-reorganized State enterprises and State corporations of various types;

At the proposal of the People’s Committee of Ha Tinh province (Report No. 40/TT.UB.DN of February 28, 2003) and opinions of the Ministries of: Industry (Official Dispatch No. 1124/CV of March 28, 2003); Finance (Official Dispatch No. 3484 TC/TCDN of April 15, 2003); Interior (Official Dispatch No. 623/BNV-TCBC of March 31, 2003); and Labor, War Invalids and Social Affairs (Official Dispatch No. 988/LDTBXH-CSLDVL of April 3, 2003),

DECIDES:

Article 1.- To establish Ha Tinh Minerals and Trading Corporation under the People’s Committee of Ha Tinh province on the basis of reorganizing and developing Ha Tinh Minerals and Trading Company, which shall experimentally operate after the parent company-affiliate company model, with the following contents:

1. Objectives: To build and develop a State corporation engaged in the field of minerals exploitation, processing and trading; to experimentally renovate the production and business organization, aiming to accelerate the process of capital accumulation and concentration so as to step by step create a type of large-scale enterprise with multiple owners and multiple production and business lines with the intensive exploitation, processing and trading of rare and precious minerals being the principal one; to create the close association and clearly define the interests and responsibilities regarding capital and economic benefits among enterprises having legal person status, to provide better information, marketing, consumption, supply, research and training services to the associating units in order to raise its prestige and competitiveness on the market.

2. The enterprise’s name: Ha Tinh Minerals and Trading Corporation, abbreviated to MITRACO.

- Its head office: 6 Phan Dinh Phung street, Ha Tinh provincial capital, Ha Tinh province.

- Owner’s capital: VND 116,562,000,000 (one hundred and sixteen billion, five hundred and sixty two million Vietnam dong).

- Production and business lines: Exploitation, processing and trading of assorted minerals and ores with radioactive substance; construction materials production and trading; doing business with trade, tourist services, hotels, restaurants and office leasing; machinery and equipment import; dealing in other production and business lines which are suitable to its capabilities and permitted by law.

- The parent company (the Corporation) is a State enterprise which directly conducts production and business activities and invests capital in affiliate companies, takes responsibility for the preservation and development of the State-assigned capital and manages the capital amount invested in affiliate companies according to the provisions of the Corporation’s Organization and Operation Charter as well as Financial Regulation approved by the competent authorities.

- Affiliate companies: On the basis of production and business characteristics; capital investment scale and nature as well as role in the development of the parent company, there may be affiliate companies of the following types:

+ State companies with their entire charter capital being held by the parent company;

+ Joint-stock companies with the parent company holding dominant shares;

+ Limited liability companies with two members or more with the parent company holding dominant contributed capital portions.

Affiliate companies have the legal person status, their own assets, names and managerial apparatuses, take self civil responsibilities within the scope of their own assets; are organized and operate according to law provisions relevant to affiliate companies’ legal forms.

3. The charter capital structure as well as production and business lines of the parent company and affiliate companies; the organization and management of the parent company; the relationships between the parent company and State owners, affiliate companies, member companies as well as non-business units are prescribed in the Corporation’s Organization and Operation Charter.

4. The parent company shall have to inherit legal rights and obligations of Ha Tinh Minerals and Trading Company.

Article 2.- The roadmap for establishing the Corporation for experimental operation after the parent company-affiliate company model is as follows:

1. In 2003:

- To establish the parent company (the Corporation), consisting of Ha Tinh Minerals and Trading Company’s apparatus and 8 dependent-accounting units (as inscribed in Section I of the Appendix to this Decision).

- To form affiliate companies, including 3 State enterprises, 2 limited liability companies and 4 joint-stock companies (as inscribed in Section II of the Appendix to this Decision).

2. In 2004 and 2005: To admit a number of other enterprises as affiliate companies where the parent company holds the dominant capital percentage on the basis of the Corporation’s development strategy.

Article 3.- Assignment of tasks:

1. The president of the People’s Committee of Ha Tinh province:

- To appoint the Corporation Managing Board’s chairman, the general director and the Managing Board members according to the current regulations.

- To direct the implementation of this Decision. To coordinate with the concerned agencies in handling financial and labor matters in the establishment of Ha Tinh Minerals and Trading Corporation which shall experimentally operate after the parent-company-affiliate company model. To inspect and monitor the situation of operation after this model, and make preliminary review and report in time to the Prime Minister on the results and arising problems that need to be settled.

- To decide on the establishment of dependent-accounting enterprises under the parent company or affiliate companies mentioned in Article 2 of this Decision.

- To submit to the Prime Minister for approval the Charter on Organization and Operation of Ha Tinh Minerals and Trading Corporation experimentally operating after the parent company-affiliate company model.

2. The Minister of Finance:

- To approve the Financial Regulation of Ha Tinh Minerals and Trading Corporation experimentally operating after the parent company-affiliate company model.

- To coordinate with the People’s Committee of Ha Tinh province in elaborating, and directing the implementation of, the scheme on the State’s experimental assignment of the annual compulsory norm being the profit-equities ratio to Ha Tinh Minerals and Trading Corporation.

Article 4.- This Decision takes effect 15 days after its publication in the Official Gazette.

The Ministers of: Industry; Planning and Investment; Finance; Interior; Labor, War Invalids and Social Affairs; and Natural Resources and Environment; the governor of Vietnam State Bank, the president of the People’s Committee of Ha Tinh province, the director of Ha Tinh Minerals and Trading Company, and the concerned agencies shall have to implement this Decision.

For the Prime Minister

Deputy Prime Minister
NGUYEN TAN DUNG

APPENDIX

STRUCTURES OF THE PARENT COMPANY AND AFFILIATE COMPANIES OF HA TINH MINERALS AND TRADING CORPORATION’S MODEL

(Issued together with the Prime Minister’s Decision No. 61/2003/QD-TTg of April 18, 2003)

I. The parent company:

1. Ha Tinh Minerals and Trading Company’s Office,

2. Ky Anh Minerals Enterprise,

3. Cam Xuyen Minerals Enterprise,

4. Thach Ha Minerals Enterprise,

5. The Zircon Processing Enterprise,

6. The Exploiting Enterprise,

7. The Port Warehouse-Managing Enterprise,

8. The Gold Company,

9. The Mechanical Engineering Enterprise.

II. Affiliate companies:

a/ Affiliate companies being enterprises with 100% State capital:

1. The Vietnam-Laos Company,

2. The Welding Rod Company,

3. The Vietnam-Italian Company.

b/ Affiliate companies being joint-stock companies where the parent company holds dominant shares:

1. Thien Y 2 Joint-Stock Company,

2. Manganese Joint-Stock Company,

3. The Trade Joint-Stock Company,

4. The Transportation Joint-Stock Company.

c/ Affiliate companies being limited liability companies where the parent company holds dominant capital:

1. The Coal Company Ltd.,

2. Thien Y 1 Company Ltd.-